What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-04-15 compared with 2024-04-17 · 76 added, 76 removed, 541 unchanged (22% of the section changed)

23 unchanged sentences

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in note 2 to the consolidated financial statements, the Company has not yet established an ongoing source of revenues nor required funding sufficient to cover its operating costs and future expansion plans to allow it to continue as a going concern.

As discussed in note 2 to the consolidated financial statements, the Company suffered from continuous loss from its inception and has net current liabilities of $721,979 as of December 31, 2024.

These factors create an uncertainty as to the Company’s ability to continue as a going concern.

18 unchanged sentences

(1) relate to accounts or disclosures that are material to the financial statements, and (2) involved especially challenging, subjective, or complex judgements.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition - Principal versus Agent Considerations

As described in Note 3 to the consolidated financial statements, management follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to providing the goods to a customer.

In these instances, management determines whether the Company has promised to provide the goods itself (as principal) or to arrange for the specified goods to be provided by another party (as an agent).

As disclosed by management, this determination is a matter of judgment that depends on the facts and circumstances of each arrangement.

The Company recognizes revenue from the sale of all airline tickets on a gross basis (as a principal) as the Company is primarily responsible for the fulfilment of the sale, controls the delivery the promised goods, and has full discretion in establishing prices.

Therefore, the Company is the principal in all arrangements with customers.

Our key considerations for the determination of revenue recognition - principal versus agent considerations as a critical audit matter was due to the high degree of judgement involved in the assessment of who is responsible for the fulfilment of the sale and the delivery of the promised goods to the customer, and whether Company had full discretion in establishing the prices of the goods.

These were assessed by:

Critically evaluating management’s assessment for their rationale and justification of relationship between the various parties;

Obtaining an understanding of the revenue process and relationships between the various parties to the transactions by way of review of documents and indepth discussion with key personnel;

Analysis in detail the margins earned on sale transactions for the year to corroborate our understanding;

Determining consistency of evidence and obtained in other areas of the audit.

Exercising a high degree of judgement and subjectivity in performing and evaluating the results of the procedures.

We determined that there are no critical audit matters.

/s/ J&S Associate PLT

6 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 202 3 AN D 202 2

AS OF DECEMBER 31, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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Additional paid in capital

Accumulated other comprehensive (losses) income

Accumulated other comprehensive losses

Accumulated deficit

17 unchanged sentences

Government subsidy

Impairment of deposit

Sundry income

Foreign exchange gain

Waiver of interest on convertible note

Interest income

Interest expense

Total other (expense) income

Total other income (expense)

LOSS BEFORE INCOME TAXES

Income tax expense

Other comprehensive (loss) income:

Other comprehensive loss:

Foreign currency translation adjustments

17 unchanged sentences

Amortization of convertible note discount

Impairment of deposit

Waiver of interest on convertible note

Depreciation of right-of-use assets

10 unchanged sentences

Advance from a shareholder

Proceeds from issuance of convertible note

Payment of lease liabilities

42 unchanged sentences

With a simple, user-friendly interface, the Company enables customers to arrange and book the multiple-stop itineraries, and to check their bookings through official airline websites using the Gagfare booking reference number.

On July 6, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Nemo Holding Company Limited, a British Virgin Islands corporation (“Nemo Holding”), and the holders of common shares of Nemo Holding.

On July 6, 2020, the Company entered into a Share Exchange Agreement with Nemo Holding Company Limited, a British Virgin Islands corporation (“Nemo Holding”), and the holders of common shares of Nemo Holding.

The holders of the common stock of Nemo Holding consisted of 29 stockholders.

34 unchanged sentences

5 ordinary shares for HK$5

* JPOPCOIN Limited was dissolved on September 27, 2024.

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

2 unchanged sentences

The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has suffered from continuous loss from its inception and net current liabilities of $ 684,276 as of December 31, 2023.

The Company has suffered from continuous loss from its inception and has net current liabilities of $ 721,979 as of December 31, 2024.

The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its shareholders.

38 unchanged sentences

recognize revenue as the performance obligation is satisfied.

The transaction price is included in the website and the customers bookings are deemed to be acceptance of the contract.

The transaction price is fixed, and there is no variable consideration.

The management has assessed its performance obligations as a single performance obligation and revenue is recorded upon transfer of control of the services to the customer.

The Company records its revenue from booking income upon the ticket booking service is rendered to travelers.

The Company also records its revenue from the sale of air tickets upon the confirmation and issuance of tickets to the travelers.

The Company also records its revenue from the sale of air tickets upon confirmation and issuance of tickets to the travelers.

The Company follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to the provision of goods to a customer.

55 unchanged sentences

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided.

Share-based compensation

The Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards, including restricted stock units, based on estimated grant date fair values.

Restricted stock units are valued using the market price of the Company’s common shares on the date of grant.

The Company records compensation expense, net of estimated forfeitures, over the requisite service period.

Government incentives

43 unchanged sentences

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayment and other receivables, amount due from a director and operating lease right-of-use assets, approximate their fair values because of the short maturity of these instruments.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayment and other receivables, approximate their fair values because of the short maturity of these instruments.

Convertible promissory notes

The Company accounts for its convertible promissory notes in accordance with ASC 470, Debt.

Under the cost model, the convertible promissory notes are initially recognized at their face value, net of any issuance costs.

Interest expense is accrued over the term of the notes using the effective interest method and recognized in the statement of operations.

Recent accounting pronouncements

2 unchanged sentences

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s audited consolidated financial statements.

R IGHT-OF-USE ASSETS

RIGHT-OF-USE ASSETS

Cost of right-of-use assets

3 unchanged sentences

The lease term is fixed for 2 years.

The depreciation of the right-of-use asset for the year ended December 31, 2023 and 2022 amounted to $ 26,710 and nil respectively, whereas the lease expense amounted to $ 2,079 and nil respectively.

The depreciation of the right-of-use asset for the year ended December 31, 2024 and 2023 amounted to $ 26,798 and $ 26,710 respectively, whereas the lease expense amounted to $ 750 and $ 2,079 respectively.

The corresponding lease liability as of December 31, 2024 and 2023 amounted to $ 0 and $ 27,435 respectively.

The lease liability matures within the next twelve months .

The lease liability matured as at December 31, 2024 .

There has been no new lease agreement entered into.

AMOUNTS DUE TO A DIRECTOR AND SHAREHOLDER

3 unchanged sentences

CONVERTIBLE PROMISSORY NOTE

The Company had issued Convertible Promissory Notes to 1800 Diagonal Lending LLC, (“1800”) via numerous Securities Purchase Agreements as stated in the foregoing paragraphs, The terms of the 1800 Notes, which bear interest at 8 % per annum provides for the conversion only after 180 days from the issue date, and number of the shares held by the holder and its affiliates when converted, shall not to exceed 4.99 % of issued and outstanding common stock of the Company.

The Company issued Convertible Promissory Notes to 1800 Diagonal Lending LLC, (“1800”) via numerous Securities Purchase Agreements as stated in the foregoing paragraphs, The terms of the 1800 Notes, which bear interest at 8 % per annum provides for the conversion only after 180 days from the issue date, and number of the shares held by the holder and its affiliates when converted, shall not to exceed 4.99 % of issued and outstanding common stock of the Company.

The 1800 Notes are convertible into shares of common stock of the Company at a price equal to 35% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date .

1 unchanged sentence

The 1800 Note contained an original issue discount of $ 3,750 which was reflected as a debt discount and amortized over the twelve months Note term.

The Notes were subsequently fully settled as follows:

The Notes were fully settled as follows:

on December 1, 2022, principal of $ 12,000 was converted to 1,518,987 shares of common stock with conversion price of $ 0.0079 per share;

6 unchanged sentences

The 1800 Note contained an original issue discount of $ 4,250 which was reflected as a debt discount and amortized over the twelve months Note term.

The Notes were subsequently fully settled as follows:

The Notes were fully settled as follows:

on August 21, 2023, principal of $ 9,750 was converted to 10,000,000 shares of common stock with conversion price of $ 0.000975 per share and a further default sum of $ 27,125 was incurred resulting principal of $ 71,625 still remained to be converted.;

23 unchanged sentences

on December 19, 2023, principal of $ 7,000 and interest of $ 1,100 was converted to 20,769,231 shares of common stock with conversion price of $ 0.00039 per share;

On September 20, 2022, the Company issued yet another promissory note in the original principal amount of $ 54,250 which was due on September 20, 2023 .

On September 20, 2022, the Company issued another promissory note in the original principal amount of $ 54,250 which was due on September 20, 2023 .

The 1800 Note contained an original issue discount of $ 4,250 which was reflected as a debt discount and amortized over the twelve months Note term.

On December 26, 2023, principal of $ 8,100 was converted to 20,769,231 shares of common stock with conversion price of $ 0.00039 per share and a further default sum of $ 27,125 was incurred resulting principal of $ 73,275 still remained to be converted.

Of all the 1800 Notes issued above, as of December 31, 2023, principal of $ 73,275 has not yet been converted.

As of December 31, 2023, $ 73,275 , inclusive of default sum, still remained to be converted but nevertheless was fully settled as of September 30, 2024 as follows:

on December 26 2023, principal of $ 8,100 was converted to 20,769,231 shares of common stock with conversion price of $ 0.00039 per share;

on January 8, 2024, principal of $ 6,900 was converted to 20,909,091 shares of common stock with conversion price of $ 0.00033 per share;

on January 10, 2024, principal of $ 6,900 was converted to 20,909,091 shares of common stock with conversion price of $ 0.00033 per share;

on January 18, 2024, principal of $ 7,000 was converted to 26,923,077 shares of common stock with conversion price of $ 0.00026 per share;

on January 22, 2024, principal of $ 7,000 was converted to 26,923,077 shares of common stock with conversion price of $ 0.00026 per share;

on January 29, 2024, principal of $ 7,020 was converted to 27,000,000 shares of common stock with conversion price of $ 0.00026 per share;

on February 1, 2024, principal of $ 7,020 was converted to 27,000,000 shares of common stock with conversion price of $ 0.00026 per share;

on February 5, 2024, principal of $ 7,020 was converted to 27,000,000 shares of common stock with conversion price of $ 0.00026 per share;

on February 6, 2024, principal of $ 7,020 was converted to 27,000,000 shares of common stock with conversion price of $ 0.00026 per share;

on February 7, 2024, principal of $ 7,020 was converted to 27,000,000 shares of common stock with conversion price of $ 0.00026 per share;

on February 8, 2024, principal of $ 9,700 was converted to 37,307,692 shares of common stock with conversion price of $ 0.00026 per share;

on February 9, 2024, principal of $ 675 and interest of $ 9,065 was converted to 37,461,538 shares of common stock with conversion price of $ 0.00026 per share;

As of December 31, 2024, all the 1800 Notes issued above have been fully converted.

For the year ended December 31, 2024 and 2023, the amortization of discount was $ 0 and $ 9,848 , respectively.

8 unchanged sentences

Issued and outstanding shares

As of December 31, 2023 and 2022, 1 and 1 share of Class A preferred stock was issued and outstanding.

As of December 31, 2024 and 2023, 1 and 1 share respectively of Class A preferred stock was issued and outstanding.

Authorized shares

29 unchanged sentences

On December 26, 2023, the Company issued 20,769,231 shares of its common stock to pay off the 1800 Notes with principal of $ 8,100 at the conversion price of $ 0.00039 per share.

On January 8, 2024, the Company issued 20,909,091 shares of its common stock to pay off the 1800 Notes with principal of $ 6,900 at the conversion price of $ 0.00033 per share.

On January 10, 2024, the Company issued 20,909,091 shares of its common stock to pay off the 1800 Notes with principal of $ 6,900 at the conversion price of $ 0.00033 per share.

On January 18, 2024, the Company issued 26,923,077 shares of its common stock to pay off the 1800 Notes with principal of $ 7,000 at the conversion price of $ 0.00026 per share.

On January 22, 2024, the Company issued 26,923,077 shares of its common stock to pay off the 1800 Notes with principal of $ 7,000 at the conversion price of $ 0.00026 per share.

On January 29, 2024, the Company issued 27,000,000 shares of its common stock to pay off the 1800 Notes with principal of $ 7,020 at the conversion price of $ 0.00026 per share.

On February 1, 2024, the Company issued 27,000,000 shares of its common stock to pay off the 1800 Notes with principal of $ 7,020 at the conversion price of $ 0.00026 per share.

On February 5, 2024, the Company issued 27,000,000 shares of its common stock to pay off the 1800 Notes with principal of $ 7,020 at the conversion price of $ 0.00026 per share.

On February 6, 2024, the Company issued 27,000,000 shares of its common stock to pay off the 1800 Notes with principal of $ 7,020 at the conversion price of $ 0.00026 per share.

On February 7, 2024, the Company issued 27,000,000 shares of its common stock to pay off the 1800 Notes with principal of $ 7,020 at the conversion price of $ 0.00026 per share.

On February 8, 2024, the Company issued 37,307,692 shares of its common stock to pay off the 1800 Notes with principal of $ 9,700 at the conversion price of $ 0.00026 per share.

On February 9, 2024, the Company issued 37,461,538 shares of its common stock to pay off the 1800 Notes with principal of $ 675 and interest of $ 9,065 at the conversion price of $ 0.00026 per share.

As of December 31, 2024 and 2023, 825,861,858 and 520,428,292 shares of common stock were issued and outstanding respectively.

Stock Option Plan

Stock Incentive Option Plan

On October 14, 2020, the Company approved a Share Incentive Option Plan (the “Plan”) whereby an aggregate of twenty million ( 20,000,000 ) shares of common stock were initially reserved for issuance upon exercise of stock options under the Plan.

As of September 30, 2023, 19,650,000 stock of common shares have been issued under the Plan.

As of December 31, 2023 and 2022, 350,000 shares remain to be issued under the Plan respectively.

As of December 31, 2024, 19,650,000 stock of common shares have been issued under the Plan.

As of December 31, 2024 and December 31, 2023, 350,000 shares are reserved to be issued under the Plan respectively.

The Plan shall remain in effect for a period of ten (10) years from the effective date of October 14, 2020 for the granting of options and until all options granted under the Plan have been exercised or expired, or vested or forfeited .

2 unchanged sentences

United States of America

NNAX is registered in the State of Nevada and is subject to US federal corporate income tax of 21 %.

New Momentum Corporation is registered in the State of Nevada and is subject to US federal corporate income tax of 21 %.

The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision.

9 unchanged sentences

Income tax expense

NHCL is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

NMAPL is registered in Republic of Singapore and is subject to the Singapore corporate income tax at a standard income tax rate of 17 % on the assessable income arising in Singapore during its tax year.

NEMO Holding Company Limited is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

New Momentum Asia Pte.

is registered in Republic of Singapore and is subject to the Singapore corporate income tax at a standard income tax rate of 17 % on the assessable income arising in Singapore during its tax year.

No assessable income was generated in Singapore during the year ended December 31, 2024 and there was no provision for income tax.

6 unchanged sentences

Income tax expense at statutory rate

Non-deductible expenses

Tax loss – valuation allowance

Income tax expense

GL, BBL and JL are operating in Hong Kong and are subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year.

Gag Fare Limited, Beyond Blue Limited and JPopCoin Limited are operating in Hong Kong and are subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year.

As of December 31, 2024, the operation in Hong Kong incurred $ 421,337 of cumulative net operating losses which can be carried forward to offset future taxable income with no expiry.

The Company has provided for a full valuation allowance against the deferred tax assets of $ 69,521 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2024 and 2023 are as follows:

11 unchanged sentences

Deferred tax assets:

Net operating loss carryforwards

Tax losses carryforwards

- United States

14 unchanged sentences

# less than $0.001

For the year ended December 31, 2023 and 2022, despite potential conversion of promissory notes and shares to be issued under the Incentive Plan, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position.

For the year ended December 31, 2024 and 2023, despite shares to be issued under the Incentive Plan and the potential conversion of promissory notes in 2023, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position.

No common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

6 unchanged sentences

Those advances are unsecured, non-interest bearing and repayable on demand.

Since February 1, 2016, the Company was granted with the right of use to the website and mobile application platforms by JJ Explorer Tours Limited (“JJ Explorer”), which was also controlled by the directors of the Company.

Also, the Company formed a cooperation partnership with JJ Explorer whereas JJ Explorer invested to develop and maintained the operations of the Gagfare web and mobile application platforms in a term of 5 years, JJ Explorer would share 50% of the net earnings generated by the Company in the use of its web and mobile application platforms during the cooperation period.

On January 31, 2021, JJ Explorer agreed to extend the term of additional 5 years up January 31, 2026 .

This agreement was terminated on February 28, 2022 and simultaneously, on the same date, a Cooperation Agreement was signed between JJ Explorer and New Momentum Asia Pte., Ltd.

(“NMAPL”), a wholly owned subsidiary of the Company.

Whilst the role of JJ Explorer remained the same, NMAPL was responsible to develop global marketing and business operations of the platform.

The agreement provided for the sharing of the net earnings derived through the platform to be shared at 50 % with JJ Explorer at the end of the term of the agreement in five (5) years.

The agreement, nevertheless was also terminated on October 31, 2022.

For the years ended December 31, 2023 and 2022, the Company had not generated any earnings from the use of the web and mobile application platforms, and accordingly, there are no service charges and payables due to JJ Explorer that had arisen.

For the year ended December 31, 2024 and 2023, the Company paid the allowance of $ 9,419 and $ 10,730 to certain shareholders for their services.

1 unchanged sentence

During the year ended December 31, 2024 and 2023, ticket sales to director and family members amounted to $ 0 and $ 8,900 respectively.

During the two financial years also, the director also provided maintenance services to the Company in respect of its platform free of charge.

During the two financial years, the director also provided maintenance services to the Company in respect of its platform, free of charge.

F rom January 1, 2025, the Company has been provided with free office space by its director .

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.

2 unchanged sentences

(a) Major customers

For the year ended December 31, 2024, there is no single customer who contributed in excess of 10 % of the Company’s revenues.

For the year ended December 31, 2023, there is a single customer who accounts for 80 % of the Company’s revenue totaling $ 146,501 , with $ 0 accounts receivable at December 31, 2023.

For the year ended December 31, 2022, there is one single customer who accounts for 94 % of the Company’s revenue totaling $ 864,799 with $ 0 accounts receivable at December 31, 2022.

(b) Major vendors

For the years ended December 31, 2024, there is no single vendor who represented more than 10 % of the Company’s purchase cost.

For the years ended December 31, 2023, there are two vendors who account for 81 % and 14 % of the Company’s cost of revenue totaling $ 146,194 and $ 24,399 respectively, with $ 8,241 and $ 0 accounts payable at December 31, 2023, respectively.

For the years ended December 31, 2022, there is one single vendor who accounted for 98 % of the Company’s cost of revenue totaling $ 891,421 with $ 14,285 accounts payable at December 31, 2022, respectively.

1 unchanged sentence

Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

The present global economic climate with rising global tensions, rising costs and fuel shortage which potentially could escalate and result in global inflation may also impact the Company’s business, financial condition, and results of operations.

The present global economic climate with rising global tensions, rising costs and natural disasters which potentially could escalate and result in global inflation may also impact the Company’s business, financial condition, and results of operations.

(d) Exchange rate risk

4 unchanged sentences

As of December 31, 2024 and 2023, the Company has lease commitment of $ 0 and $ 27,435 respectively.

The lease commitment is payable within the next twelve months.

As of December 31, 2023 and 2022 also, the Company is committed to convert the balance of convertible notes of $ 73,275 , inclusive of default sum, to common stock.

As of December 31, 2024 and 2023, the Company is committed to settle or convert the balance of convertible notes of $ 0 and $ 73,275 , inclusive of default sum, to common stock.

The Company has no other material commitments or contingencies.

1 unchanged sentence

In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2024, up through the date the Company issued the audited consolidated financial statements.

On January 8, 2024, the Company issued 20,909,091 shares of its common stock to pay off $ 6,900 of the 1800 Notes at the conversion price of $ 0.00033 per share.

On January 10, 2024, the Company issued 20,909,091 shares of its common stock to pay off $ 6,900 of the 1800 Notes at the conversion price of $ 0.00033 per share.

On January 18, 2024, the Company issued 26,923,077 shares of its common stock to pay off $ 7,000 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On January 22, 2024, the Company issued 26,923,077 shares of its common stock to pay off $ 7,000 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On January 29, 2024, the Company issued 27,000,000 shares of its common stock to pay off $ 7,020 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 1, 2024, the Company issued 27,000,000 shares of its common stock to pay off $ 7,020 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 5, 2024, the Company issued 27,000,000 shares of its common stock to pay off $ 7,020 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 6, 2024, the Company issued 27,000,000 shares of its common stock to pay off $ 7,020 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 7, 2024, the Company issued 27,000,000 shares of its common stock to pay off $ 7,020 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 8, 2024, the Company issued 37,307,692 shares of its common stock to pay off $ 9,700 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 9, 2024, the Company issued 37,461,538 shares of its common stock to pay off $ 675 of the 1800 Notes, together with interest of $ 9,065 , at the conversion price of $ 0.00026 per share.

The Company determined that there are no further events to disclose.

The Company determined that there are no events to disclose.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data